Sec Form 4 Filing - Prieskorn Laura Louene @ Jackson Financial Inc. - 2023-03-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Prieskorn Laura Louene 2. Issuer Name and Ticker or Trading Symbol Jackson Financial Inc. [ JXN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, President and Director (Last) (First) (Middle) 1 CORPORATE WAY 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2023 (Street) LANSING, MI48951 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 03/23/2023 A 598.46 A $ 0 348,626.07 D Common Stock ( 2 ) 03/23/2023 A 1,007.21 A $ 0 349,633.28 D Common Stock ( 3 ) 03/23/2023 A 776.38 A $ 0 350,409.66 D Common Stock ( 4 ) 03/23/2023 A 701.31 A $ 0 351,110.97 D Common Stock ( 5 ) 03/23/2023 A 767.33 A $ 0 351,878.3 D Common Stock ( 6 ) 03/23/2023 A 1,068.55 A $ 0 352,946.85 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivati ve Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Share Units ( 7 ) ( 7 ) 03/23/2023 A 335.74 ( 7 ) ( 7 ) Common Stock 335.74 $ 0 33,590.42 D Restricted Share Units ( 8 ) ( 8 ) 03/23/2023 A 258.78 ( 8 ) ( 8 ) Common Stock 258.78 $ 0 33,849.2 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prieskorn Laura Louene 1 CORPORATE WAY LANSING, MI48951 X CEO, President and Director Signatures /s/ Kristan L. Richardson, as Attorney-in-Fact 03/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on October 4, 2021, as part of the 2021 Annual Award of 48,012 RSUs. These RSUs vest over 30 months in three installments. The first third vested on the one-year anniversary of the grant date, October 4, 2022, the next third vests on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vests on April 4, 2024. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations. ( 2 )Acquired on March 23, 2023, 75% of the dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on February 13, 2023, as shares "earned" based on achievement of performance metrics of the converted 2020 PLTIP Performance Share Units that remain "restricted," subject to vesting based on the passage of time and the Section 16 Officer's continued employment by the Company. These RSUs fully vest on April 9, 2023. Upon vesting, 75% of the total number of RSUs will settle in shares, and the remaining 25% of the RSUs will be paid out in cash (see Footnote 7). Upon vesting, this portion of the dividend equivalents will be distributed in shares, based on the underlying 75% portion of equity that also is settled in shares, and any fractional shares will be applied to share withholding to cover tax obligations. ( 3 )Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on October 4, 2021, as Prudential plc Restricted Stock converted into 53,570 JFI RSUs. Upon vesting, 75% of the total number of RSUs will settle in shares, and 25% of the RSUs will be paid out in cash (see Footnote 8). Upon vesting, this portion of the dividend equivalents will be distributed in shares, based on the underlying 75% portion of equity that also is settled in shares, and any fractional shares will be applied to share withholding to cover tax obligations. ( 4 )Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on October 4, 2021, as part of the Executive Founders' Award of 75,018 RSUs. These RSUs vest over two years in two equal installments. The first half vested on the one-year anniversary of the grant date, October 4, 2022, and the remaining half vests on the two-year anniversary of the grant date, October 4, 2023. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations. ( 5 )Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on March 10, 2022, as part of the 2022 Annual Restricted Share Unit Award of 62,372 RSUs. These RSUs vest over three years. The first third vested on the one-year anniversary of the grant date, March 10, 2023, the next third vests on the two-year anniversary of the grant date, March 10, 2024, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2025. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations. ( 6 )Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on March 10, 2023, as part of the 2023 Annual Restricted Share Unit Award of 59,770 RSUs. These RSUs vest over three years, where the first third vests on the one-year anniversary of the grant date, March 10, 2024, the next third vests on the two-year anniversary of the grant date, March 10, 2025, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2026, subject to continued employment through such dates. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations. ( 7 )Acquired on March 23, 2023, 25% of the dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient, as described in Footnote 2, above. Upon vesting, this portion of the dividend equivalents will settle in cash, based on the underlying 25% portion of equity that also is settled in cash. ( 8 )Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on October 4, 2021, of Prudential plc Restricted Stock converted into 53,570 JFI RSUs. Upon vesting, 75% of the total number of RSUs will settle in shares, and 25% of the RSUs will be paid out in cash (see Footnote 3). Upon vesting, this portion of the dividend equivalents will settle in cash, based on the underlying 25% portion of equity that also is settled in cash.

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